AGM

The company is required by law to hold a general meeting of its shareholders each year (the Annual General Meeting - AGM). If an important matter requiring shareholder approval cannot wait until the next AGM, the company will call a General Meeting (GM).

As an ordinary shareholder you are entitled to attend, speak and vote at general meetings of the company.

As an ADR holder you are entitled to vote by proxy which is then exercised on your behalf by the depositary bank, Citibank.

If you attend a general meeting, you can vote in person on each resolution. If you cannot attend, you may appoint a proxy to vote on your behalf and your proxy can vote on a poll.

Annual General Meeting (AGM)

The Diageo AGM is held in September each year and gives you the opportunity to vote on various company matters, either by attending the meeting and voting in person or by sending in a proxy vote (to be used for a polled vote) in hard copy or electronic form.

If you attend the AGM, you have the opportunity to put questions to the board of directors and to speak to individual directors personally after the meeting. If you are unable to attend, or if you have any questions you wish to put to any of the directors during the course of the year, you may write to the company

Holders of Diageo ADRs will receive voting materials and have the sole right to vote the ordinary shares of Diageo represented by their ADRs, which are held by Citibank. The proxy votes received by the return-by-date are then exercised through Citibank. To be eligible to vote, ADR holders must be on the Register on the AGM record date.

2014 AGM

The 2014 Diageo AGM was held at 2.30 pm on Thursday, 18 September 2014 at The Mermaid Conference & Events Centre, Puddle Dock, Blackfriars, London EC4V 3DB. The company's issued share capital at the latest practicable time before the date on which notice of meeting was given ('the Latest Practicable Date') was 2,754,221,154 Ordinary Shares carrying one vote each, excluding any Ordinary Shares held as treasury shares. As at the Latest Practicable Date, the company held 242,068,532 treasury shares representing 10% of the company's issued share capital (excluding treasury shares) as at that date. As at the Latest Practicable Date the total number of voting rights in the company was, therefore 2,512,152,622.

Resolution

VOTES FOR

%*

VOTES AGAINST

%*

VOTE WITHELD

1) Report and Accounts

1,687,654,417

98.85%

19,579,184

1.15%

18,196,765

2) Directors Remuneration Report

1,643,966,601

97.01%

50,619,135

2.99%

30,844,578

3) Directors Remuneration policy

1,663,866,061

97.47%

43,275,688

2.53%

18,288,488

4) Declaration of final dividend

1,720,749,983

99.97%

447,317

0.03%

4,232,873

5) Re-election of P B Bruzelius

1,684,816,956

98.63%

23,416,625

1.37%

17,196,152

6) Re-election of L M Danon

1,714,008,749

99.59%

7,000,260

0.41%

4,421,226

7) Re-election of Lord Davies

1,711,595,642

99.45%

9,421,755

0.55%

4,412,838

8) Re-election of Ho KwonPing

1,643,743,598

95.52%

77,142,639

4.48%

4,543,998

9) Re-election of B D Holden

1,708,478,204

99.27%

12,530,159

0.73%

4,421,949

10) Re-election of Dr F B Humer

1,713,538,330

99.57%

7,477,896

0.43%

4,414,091

11) Re-election of D Mahlan

1,714,384,207

99.61%

6,640,510

0.39%

4,405,595

12) Re-election of I Menezes

1,720,266,183

99.96%

759,321

0.04%

4,405,258

13) Re-election of P G Scott

1,715,430,491

99.68%

5,584,871

0.32%

4,405,581

14) Election of N S Mendelsohn

1,715,345,952

99.67%

5,624,051

0.33%

4,460,109

15) Election of A J H Stewart

1,715,402,733

99.68%

5,572,772

0.32%

4,449,564

16) Re-appointment of Auditor

1,697,179,543

99.51%

8,310,998

0.49%

19,939,741

17) Remuneration of auditor

1,716,683,937

99.83%

2,881,832

0.17%

5,864,465

18) Authority to allot shares

1,682,592,630

97.84%

37,072,189

2.16%

5,765,135

19) Disapplication of pre-emption rights

1,690,332,494

98.30%

29,264,613

1.70%

5,833,210

20) Authority to purchase own ordinary shares

1,719,468,050

99.91%

1,486,477

0.09%

4,474,513

21) Authority to make political donations and/or to incur political expenditure in the EU

1,672,041,493

97.25%

47,250,741

2.75%

6,137,190

22) Adoption of the Diageo 2014 long term Incentive Plan

1,636,407,308

96.79%

54,236,833

3.21%

34,784,853

* As a percentage of the aggregate of votes For plus votes Against (excluding votes Withheld).